HYPERLOOP TRANSPORTATION TECHNOLOGIES, INC. March 9, 2016 ‘The Honorable Vazil Hudak, Minister of Economy Slovak Republic ‘Your Excellency: ‘This letter of intent (“Letter of Intent”) is based upon our discussions to date conceming a proposed relationship (the “Proposed Project”) between HYPERLOOP TRANSPORTATION TECHNOLOGIES, INC. HTT”) and the Ministry of Economy of the Slovak Republic (“MoE”). TTT and MoB are hereafter cach referred to as « “Party” and collectively referred to as the “Parties.” In the framework of creating an innovative hub for automotive and transport technologies and industry in the Slovak Republic and the Central European region, the Parties seek to discuss the Proposed Project, subject to the following terms and conditions: 1. The Parties desire to conduct negotiations in good faith with an objective of executing agreements regarding the Proposed Project. Notwithstanding the foregoing, neither Party has any obligation to conclude the Proposed Project described in this Letter of Intent. Each Party expressly acknowledges that this Letter of Intent is nonbinding and that each Party will not take action or refrain from taking action in reliance on this Letter of Intent or any related negotiations, and that any such reliance would be at such Party's own risk, 2, This Letter of Intent and the indicative term sheet attached hereto as Exhibit A (the “Term Sheet") set forth the Patties’ present understanding regarding certain terms and conditions of the Proposed Transaction contemplated by the Parties. ‘The Term Sheet does not constitute the full and complete ‘agreement of the Parties and is not intended to be a binding commitment. 4, Parties express their will to conclude the Mutual Confidentiality Agreement covering certain information related to a mutually beneficial relationship between the Parties (the “Confidentiality Agreement”) and the Memorandum of Understanding covering the detailed framework to the Project with the engagement of the Ministry of Transportation, Ministry of Finance, Ministry of Environment of the Slovak Republic (the “MoU"). 5. The Parties acknowledge and agree that (i) Paragraphs 1, 2, 3, 4, 5 and 6 of this Letter of Intent are not intended to create binding obligations, and (ji) the Indicative Term Sheet constitutes only a present statement of mutual intentions and is not intended to be a binding commitment. 6, The term of this Letter of Intent will expire 270 days from the date of execution by the last Party to sign and may be extended by agreement in writing of the Parties. If the Parties fail to enter an Agreement during the term of this Letter of Intent or any extension thereof, no Party will have any obligation to the other (except for the confidentiality obligations set forth in paragraph 4 hereof). Notwithstanding anything to the contrary herein, the Parties hereby agree that during the term of this Letter of Intent, and for 270 days afier the last date of execution below, there shall be exclusivity as between the Parties with respect to any Hyperloop transportation system in the Territory. 7. Notwithstanding the foregoing, the Parties hereby acknowledge and agree thet any written ‘Agreement in connection with the Proposed Project shall comply with the respective laws and regulations of the State of California, USA, and the Slovak Republic. The Parties acknowledge that each will be allowed to discuss and respond to questions regarding the content of this Letter of Intent and Indicativevk HYPERLOOP TRANSPORTATION TECHNOLOGIES, INC. ‘Term Sheet with its respective legal and financial advisers, which discussions are to be held on a ‘confidential basis subject to existing confidentiality agreements with those parties. Please sign and return a copy of this Letter of Intent to signify your agreement with the foregoing. Sincerely, Agreed and accepted: HYPERLOOP TRANSPORTATION MINISTER OF ECONOMY, ‘TECHNOLOGIES, INC. SLOVAK REPUBLIC Dirk Ahiborn Vazil Hudiik CEO Minister of Economy Hyperloop Transportation Ministry of Economy of the ‘Technologies INC. Slovak Republic aw Maoch S44, 2016 pate, 3-2. G06 Place: Beals a Place:__fvebor€avreHYPERLOOP TRANSPORTATION TECHNOLOGI INC. Exhibit A. Indicative Term Sheet! A. ‘The Project. MoE und HTT commit to the preparation of a USE ANALYSIS with respect to the development ofa full-scale working prototype by HTT of a Hyperloop transportation system on routes within the Republic cof Slovakia to be agreed as between the Panties (the “Project”, the costs of which shall be evenly shered by HIT and Mo. Among other things, suck USE ANALYSIS shall identify the: (i) desired route between two points within the Teritory, where a Hypertoop prototype extending between 5 and 50 miles may be constructed; (ji) target market (e-., throughput passenger andior freight); (i) speed profile; (iv) price for infrastructure; (v) timeline; and (vi) business model. Following the Parties’ review of and agreement to the USE ANALYSIS, the Parties intend to enter into an agreement pursuant to which MoE shall provide funding for the protowype, thereby achieving the historical landmark of implementing the first Hiyperloop {ransportation system in the Territory. B. Parties’ Mutual Goals. HTT is interested in building the Project in the Slovak Republic, and MoE is willing to provide rights of way and an easement to HIT for the Hyperloop prototype and in perpetuity for the ‘continued operation of the Hyperioop in the Slovak Republic. The foregoing points are cornerstones that are ‘mutually agreed upon for realization of the Project, provided that the necessary conditions for their implementation are met. C. HIT's Proposed Responsibilities. HIT will be responsible for Project technical planning with the goal of obtaining government approvals and financing for the planning, construction and operation, operational services, insurance and all other products and services necessary to build and operate a first-class working Hyperloop prototype. As soon as reasonably feasible, HITT will provide to MoE a description of the planning requirements, approvals and timeline necessary to implement the Project. D. MoB’s Proposed Responsibilities. MoE will retain ownership of the land traversed by the Hyperloop, provided, however, that MoE will provide HTT rights of way and an easement to be mutually approved by the Parties on its property for the track, no fewer than two stations, parking and the necessary support facilities. MoE's planners will incorporate the rights of way and easement into the overall development plan and will facititate work with local and federal authorities to help HTT coordinate the necessary permissions and authorizations required to implement the Project. MoE will be responsible and will bear the sole cost and ‘expense for all governmental planning, development and approvals in connection with the Project, MoE will directly or indirectly assist HIT in providing rights and concessions, infrastructure, utilities, physical facilities, and related federal and other local permits reasonably necessary for the successful implementation of the Project. E, Intellectual Property, Each Party retains all right, ownership, and interest in any copyright, trademark, or other intellectual property of such Party (the “IP"), Nothing in the Agreement shall be construed t0 grant cither party any rights, ownership or interest in such party's IP F. Licensing. The Panies will discuss entering into licensing and other agreements, pursuant to which MoE shall receive & non-exclusive, limited license to that IP of HTT necessary to implement the Hyperloop in the Slovak Republic, remunerating HTT on commercial terms to be agreed by the Parties, G. Relationship of Parties. Neither Party shall have the authority to bind the other Party into any agreement, nor shall either Party be considered to be an agent ofthe other Party in any respect. H. Proposed Representations and Warranties. Each Party shall represent and warrant the following: 4, Such Party has the legal authority to enter into the Agreement and to be bound to the promises, covenants, and other duties set forth in the Agreement. All limited liability action has been taken, or will be taken prior to the Effective Date by the authorized officers, directors, managers and/or the members of such Party that is " Defined terms shall have the mesnings set forth in the Letter of Intent. a A,KA HYPERLOOP TRANSPORTATION TECHNOLOGIES, INC. necessary for the authorization, execution and delivery of the Agreement by such Party and the performance by such Panty of the obligations to be performed under the Agreement. The Agreement, when executed and delivered by cach Party, shall constitute valid and legally binding obligations of such party, enforceable against such Party in accordance with its terms. », Each Party will not make any claim to ownership of the other Party's IP Indemnification, Each Party shall indemnify, defend and hold harmless the other Party from any third party claim, damage, lawsuit, action, complaint, or other costs, including attorneys” fees (collectively, “Losses"), arising out of the Agreement or such Party's actions in connection with the Agreement, Confidentiality, Any non-public information of a Party to which the other Party is exposed by virwe ofits relationship under the Agreement shall be considered to be “Confidential Information.” Neither Party may isclose any Confidential Information of the other Party to any person or entity, except where compelled by law, unless such Party obtains prior written conseat for such disclosure. Neither Party will use any Confidential Information of the other Pety for any purpose other than for performing its obligations under this Agreement. Contemporancously herewith the Parties have executed a Confidentiality Agreement and in the event of any conflict, the terms of the Mutual Non-Disclosure Agreement shall prevail Proposed Term. The Agreement shall commence as of the Effective Date and shall terminate on terms to be agreed as between the Parties (the “Term”). Notwithstanding anything to the contrary therein, the termination of the Agreement shall not limit, terminate or affect in any way, the rights of way and/or easements otherwise granted to HTT by MoE or any other person, authority or entity, Pronosed Limitation of Liability. Neither Pany shall be fable for any loss of profits, or for any indirect, speval, incident or consequential damages (whether such Party was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination ofthis Agreement, or other performance of services under this Agreement.